Exhibit
      10.1

     

    INDEMNIFICATION
      AGREEMENT

    


    THIS
      INDEMNIFICATION AGREEMENT,
      made
      and entered into as of this 8th day of July, 2008 (this “Agreement”), by and
      between NU
      HORIZONS ELECTRONICS CORP.,
      a
      Delaware corporation (the “Corporation”), and ______________
      (“Indemnitee”):

     

    WHEREAS,
      highly
      competent persons are becoming more reluctant to serve publicly-held
      corporations as directors or as officers or in other capacities unless they
      are
      provided with adequate protection through insurance or adequate indemnification
      against inordinate risks of claims and actions against them arising out of
      their
      service to, and activities on behalf of, such corporations; and

     

    WHEREAS,
      the
      statutes and judicial duties regarding the duties of officers and directors
      are
      often difficult to apply, ambiguous or conflicting and therefore fail to provide
      such directors and officers with adequate and reliable knowledge of legal risks
      to which they are exposed or information regarding the proper course of action
      to take; and

     

    WHEREAS,
      the
      current impracticability of obtaining adequate insurance and the uncertainties
      relating to indemnification have increased the difficulty of attracting and
      retaining such persons; and

     

    WHEREAS,
      the
      Board of Directors of the Corporation (the “Board of Directors”) has determined
      that the difficulty in attracting and retaining such persons is detrimental
      to
      the best interests of the Corporation’s stockholders and that the Corporation
      should act to assure such persons that there will be increased certainty of
      such
      protection in the future; and

     

    WHEREAS,
      the
      Corporation believes it is unfair for the directors and officers to assume
      the
      risk of huge judgments and other expenses which may occur in cases in which
      the
      director or officer acted in good faith; and

     

    WHEREAS,
      it is
      reasonable, prudent and necessary for the Corporation contractually to obligate
      itself to indemnify such persons to the fullest extent permitted by applicable
      law so that they will serve or continue to serve the Corporation free from
      undue
      concern that they will not be so indemnified; and

     

    WHEREAS,
      Indemnitee is willing to serve, continue to serve and/or to take on additional
      service for or on behalf of the Corporation on the condition that he or she
      be
      so indemnified;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NOW,
      THEREFORE,
      in
      consideration of the premises and the covenants contained herein, the
      Corporation and Indemnitee do hereby covenant and agree as follows:

     

    1. DEFINITIONS
      FOR PURPOSES OF THIS AGREEMENT:

     

    (a) “Change
      in Control” means a change in control of the Corporation of a nature that would
      be required to be reported in response to Item 5(f) of Schedule 14A of
      Regulation 14A (or in response to any similar item or similar schedule or form)
      promulgated under the Securities Exchange Act of 1934 (the “Act”), whether or
      not the Corporation is then subject to such reporting requirement; provided,
      however, that, without limitation, such a Change in Control shall be deemed
      to
      have occurred if (i) any “person” (as such term is used in Sections 13(d) and
      14(d) of the Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3
      under the Act), directly or indirectly, of securities of the Corporation
      representing 20% or more of the combined voting power of the Corporation’s then
      outstanding securities without the prior approval of at least two-thirds of
      the
      members of the Board of Directors in office immediately prior to such person
      attaining such percentage interest; (ii) the Corporation is a party to a merger,
      consolidation, sale of assets or other reorganization, or a proxy contest,
      as a
      consequence of which members of the Board of Directors in office immediately
      prior to such transaction or event constitute less than two-thirds of the Board
      of Directors thereafter; (iii) during any period of twenty-four (24) consecutive
      months, individuals who at the beginning of such period constituted the Board
      of
      Directors (including for this purpose any new director whose election or
      nomination for election by the Corporation’s stockholders was approved by a vote
      of at least two-thirds of the directors then still in office who were directors
      at the beginning of such period) cease for any reason to constitute at least
      two-thirds of the Board of Directors; or (iv) the stockholders of the
      Corporation approve a plan of complete liquidation of the Corporation or an
      agreement for the sale or disposition by the Corporation (in one transaction
      or
      a series of transactions) of all or substantially all of the Corporation’s
      assets.

     

    (b) “Potential
      Change in Control” shall be deemed to have occurred if (i) the Corporation
      enters into an agreement, the consummation of which would result in the
      occurrence of a Change in Control; (ii) a person (including the Corporation)
      publicly announces a legitimate intention to take or to consider taking actions
      which if consummated would constitute a Change in Control; (iii) any person,
      other than a trustee or other fiduciary holding securities under an employee
      benefit plan of the Corporation or a corporation owned, directly or indirectly,
      by the shareholders of the Corporation in substantially the same proportions
      as
      their ownership of stock of the Corporation, who is or becomes the beneficial
      owner, directly or indirectly, of securities of the Corporation representing
      9.5% or more of the combined voting power of the Corporation’s then outstanding
      Voting Securities, increases his beneficial ownership of such securities by
      five
      percentage points or more over the percentage so owned by such person; or (iv)
      the Board of Directors adopts a resolution to the effect that, for purposes
      of
      this Agreement, a Potential Change in Control has occurred.

     

    (c) “Code”
      means the Delaware General Corporation Law, as amended.

     

    
      
        
        

      

      
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    (d) “Corporate
      Status” describes the status of a person who (i) is or was or has agreed to
      become a director, officer, employee or other fiduciary of the Corporation
      or a
      Subsidiary, or (ii) is or was serving at the request or for the convenience
      of,
      or representing the interests of the Corporation or a Subsidiary as a director,
      officer, employee or other fiduciary of a foreign or domestic corporation,
      partnership, joint venture, trust or other enterprise.

     

    (e) “Disinterested
      Director” means a director of the Corporation who is not and was not a party to
      the Proceeding in respect of which indemnification is sought by
      Indemnitee.

     

    (f) “Proceeding”
      includes any threatened, pending or completed inquiry, action, suit,
      arbitration, alternate dispute resolution mechanism, investigation,
      administrative hearing or any other proceeding, whether civil, criminal,
      administrative or investigative, including
      those in which the Indemnitee is merely a witness by reason of the Indemnitee’s
      Corporate Status, except one
      initiated by the Indemnitee pursuant to Section 12(a) of this Agreement to
      enforce Indemnitee’s rights under this Agreement.

     

    (g) “Expenses”
      includes all direct and indirect costs of any type or nature whatsoever
      (including, without limitation, all attorneys’, witness and other professional
      fees and related disbursements, other out-of-pocket costs and reasonable
      compensation for time spent by the Indemnitee for which he is not otherwise
      compensated by the Corporation or any third party (i) for any period during
      which Indemnitee is not an agent, in the employment of, or providing services
      for compensation to, the Corporation or any Subsidiary; and (ii) the rate of
      compensation and estimated time involved is approved in advance by the
      Disinterested Directors, actually and reasonably incurred by the Indemnitee
      in
      connection with either the investigation, defense or appeal of a Proceeding
      (including amounts paid in settlement by or on behalf of Indemnitee), or the
      prosecution of an action or proceeding, including appeals, to establish or
      enforce a right to indemnification under this Agreement. Expenses as defined
      herein, shall not include any judgments, fines or penalties actually levied
      against the Indemnitee.

     

    (h) “Independent
      Counsel” means (i) any law firm or member of a law firm which the Board of
      Directors may designate from time to time provided that the law firm or member
      of the law firm so designated is experienced in matters of corporation law
      and
      neither presently is, nor in the past five years has been, retained to
      represent: (A) the Corporation or Indemnitee in any matter material to either
      such party, or (B) any other party to the Proceeding giving rise to a claim
      for
      indemnification hereunder. Notwithstanding the foregoing, the term “Independent
      Counsel” shall not include any person who, under the applicable standards of
      professional conduct then prevailing, would have a conflict of interest in
      representing either the Corporation or Indemnitee in an action to determine
      Indemnitee’s rights under this Agreement arising on or after the date of this
      Agreement, regardless of when the Indemnitee’s act or failure to act
      occurred.

     

    
      
        
        

      

      
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    (i) “Subsidiary”
      means any corporation, partnership, limited liability company, joint venture,
      trust or other enterprise of which the Corporation owns (either directly or
      through or together with another Subsidiary of the Corporation) either
      (i) a general partner, managing member or other similar interest or
      (ii) (A) 50% or more of the voting power of the voting capital equity
      interests of such corporation, partnership, limited liability company, joint
      venture or other enterprise, or (B) 50% or more of the outstanding voting
      capital stock or other voting equity interests of such corporation, partnership,
      limited liability company, joint venture or other enterprise.

     

    2. SERVICES
      BY INDEMNITEE.

     

    Indemnitee
      agrees to serve or continue to serve as an executive officer of the Corporation
      or any Subsidiary so long as he is duly appointed or elected and qualified
      in
      accordance with the applicable provisions of the By-Laws of the Corporation
      or
      the By-Laws of any Subsidiary or until such time as he tenders his resignation
      in writing. This Agreement shall not impose any obligation on the Indemnitee
      or
      the Corporation to continue the Indemnitee’s position with the Corporation
      beyond any period otherwise applicable, nor to create any right to continued
      employment of the Indemnitee in any capacity.

     

    3. GENERAL.

     

    The
      Corporation shall indemnify, and shall advance Expenses to Indemnitee as
      provided in this Agreement and to the fullest extent permitted by
      law.

     

    4. PROCEEDINGS
      OTHER THAN PROCEEDINGS BY OR IN THE RIGHT
      OF THE CORPORATION.

    


    Indemnitee
      shall be entitled to the rights of indemnification provided in this Section
      4
      if, by reason of Indemnitee’s Corporate Status, he or she is, or is threatened
      to be made, a party to or otherwise involved in any threatened,
      pending or completed
      Proceeding, other than a Proceeding by or in the right of the Corporation.
      Pursuant to this Section 4, Indemnitee shall be indemnified against Expenses
      to
      the fullest extent permitted by the Code, as the same may be amended from time
      to time (but, only to the extent that such amendment permits Indemnitee to
      broader indemnification rights than the Code permitted prior to adoption of
      such
      amendment).

     

    5. PROCEEDINGS
      BY OR IN THE RIGHT OF THE CORPORATION.

     

    Indemnitee
      shall be entitled to the rights of indemnification provided in this Section
      5,
      if, by reason of his Corporate Status, he is, or is threatened to be made,
      a
      party to or otherwise involved in any threatened,
      pending or completed Proceeding brought by or in the right of the Corporation
      to
      procure a
      judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified
      against Expenses to
      the
      fullest extent permitted by the Code, as the same may be amended from time
      to
      time (but, only to the extent that such amendment permits Indemnitee to broader
      indemnification rights than the Code permitted prior to adoption of such
      amendment). 

     

    
      
        
        

      

      
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              6.

            	
              INDEMNIFICATION
                FOR EXPENSES OF SUCCESSFUL PARTY AND PARTIAL
                INDEMNIFICATION.

            


    

    


    Notwithstanding
      any other provision of this Agreement, to the extent that Indemnitee is, by
      reason of his or her Corporate Status, a party to and is successful, on the
      merits or otherwise, in any Proceeding, he or she shall be indemnified against
      all Expenses actually incurred by Indemnitee or on Indemnitee’s behalf in
      connection therewith. If Indemnitee is entitled under any provision of this
      Agreement to indemnification by the Corporation for some or a portion of any
      Expenses actually and reasonably incurred by Indemnitee in the investigation,
      defense, settlement or appeal of any Proceeding, but is precluded by applicable
      law or the specific terms of this Agreement from indemnification for the total
      amount thereof, the Corporation shall nevertheless indemnify Indemnitee for
      the
      portion thereof to which Indemnitee is entitled. For purposes of this Section,
      but without limitation, the termination of any claim, issue or matter in such
      a
      Proceeding by dismissal or withdrawal, with or without prejudice, shall be
      deemed to be a successful result as to such claim, issue or matter.

     

    7. ADVANCE
      OF EXPENSES.

    


    The
      Corporation shall advance all reasonable Expenses incurred by or on behalf
      of
      Indemnitee in connection with any Proceeding within twenty days after the
      receipt by the Corporation of a statement or statements from Indemnitee
      requesting such advance or advances from time to time, whether prior to or
      after
      final disposition of such Proceeding. Such statement or statements shall
      evidence or reflect the Expenses incurred by Indemnitee and shall include or
      be
      preceded or accompanied by an undertaking by or on behalf of Indemnitee to
      repay
      any Expenses advanced
      if and to the extent it is determined ultimately in a court of competent
      jurisdiction in a final judgment, not subject to appeal, that Indemnitee is
      not
      entitled to be indemnified against such Expenses.
      Advances
      shall be unsecured, interest free and without regard to Indemnitee’s ability to
      repay the Expenses. Advances shall include any and all Expenses actually and
      reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s
      right to indemnification under this Agreement or otherwise and this right of
      advancement, including Expenses incurred preparing and forwarding statements
      to
      the Corporation to support the advances claimed. Indemnitee acknowledges that
      the execution and delivery of this Agreement shall constitute an undertaking
      providing that Indemnitee shall, to the fullest extent required by law, repay
      the advance if and to the extent that it is ultimately determined by a court
      of
      competent jurisdiction in a final judgment, not subject to appeal, that
      Indemnitee is not entitled to be indemnified by the Corporation in accordance
      with the terms of this Agreement. The right to advances under this Section
      shall
      continue until final disposition of any Proceeding, including any appeal
      therein. This Section 7 shall not apply to any claim made by Indemnitee for
      which indemnity is excluded pursuant to Section 15.

     

    8. PROCEDURE
      FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

    


    (a) To
      obtain
      indemnification under this Agreement, Indemnitee shall submit to the Corporation
      a written request, including therein or therewith such documentation and
      information as is reasonably available to Indemnitee and is reasonably necessary
      to determine whether and to what extent Indemnitee is entitled to
      indemnification. Promptly upon receipt of such a request for indemnification,
      the Secretary of the Corporation shall advise the Board of Directors in writing
      that Indemnitee has requested indemnification.

     

    
      
        
        

      

      
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    (b) Upon
      written request by Indemnitee for indemnification pursuant to Section 8(a)
      hereof, a determination, if required by applicable law, with respect to
      Indemnitee’s entitlement thereto shall be made in the specific case as follows:
      (i) if a Change in Control shall have occurred, by Independent Counsel in a
      written opinion to the Board of Directors, a copy of which shall be delivered
      to
      Indemnitee (unless Indemnitee shall request that such determination be made
      by
      the Board of Directors, in which case the determination shall be made in the
      manner provided below in clauses (ii) or (iii)); (ii) if a Change in Control
      shall not have occurred, (A) by the Board of Directors by a majority vote of
      a
      quorum consisting of Disinterested Directors, or (B) if a quorum of the Board
      of
      Directors consisting of Disinterested Directors is not obtainable or, even
      if
      obtainable, if such quorum of Disinterested Directors so directs, by Independent
      Counsel in a written opinion to the Board of Directors, a copy of which shall
      be
      delivered to Indemnitee; (iii) as provided in Section 9(b) of this Agreement;
      and, if it is determined that Indemnitee is entitled to indemnification, payment
      to Indemnitee shall be made within ten (10) days after such determination.
      Indemnitee shall cooperate with the person, persons or entity making such
      determination with respect to Indemnitee’s entitlement to indemnification,
      including providing to such person, persons or entity upon reasonable advance
      request any documentation or information which is not privileged or otherwise
      protected from disclosure and which is reasonably available to Indemnitee and
      reasonably necessary to such determination. Any costs or Expenses (including
      attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating
      shall be borne by the Corporation (regardless of the determination as to
      Indemnitee’s entitlement to indemnification) and the Corporation hereby
      indemnifies and agrees to hold Indemnitee harmless therefrom.

     

    (c) In
      the
      event the determination of entitlement to indemnification is to be made by
      Independent Counsel pursuant to Section 8(b) of this Agreement, and no counsel
      shall have been designated previously by the Board of Directors or the
      Independent Counsel so designated is unwilling or unable to serve, then, (i)
      if
      no Change in Control shall have occurred, the Independent Counsel shall be
      selected by the Board of Directors and the Corporation shall give written notice
      to Indemnitee advising him of the identity of the Independent Counsel so
      selected; (ii) if a Change in Control shall have occurred, the Independent
      Counsel shall be selected by Indemnitee (unless Indemnitee shall request that
      such selection be made by the Board of Directors, in which event the preceding
      sentence shall apply), and Indemnitee shall give written notice to the
      Corporation advising it of the identity of the Independent Counsel so selected.
      In either event, Indemnitee or the Corporation, as the case may be, may, within
      7 days after such written notice of selection shall have been given, deliver
      to
      the Corporation or to Indemnitee, as the case may be, a written objection to
      such selection. Such objection may be asserted only on the ground that the
      Independent Counsel so selected does not meet the requirement of “Independent
      Counsel” as defined in this Agreement, and the objection shall set forth with
      particularity the factual basis of such assertion. If such written objection
      is
      made, the Independent Counsel so selected may not serve as Independent Counsel
      unless and until a court has determined that such objection is without merit.
      If, within 20 days after submission by Indemnitee of a written request for
      indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall
      have been selected or if selected, shall have been objected to, in accordance
      with this Section 8(c), either the Corporation or Indemnitee may petition the
      Court of Chancery of the State of Delaware or other court of competent
      jurisdiction for resolution of any objection which shall have been made by
      the
      Corporation or Indemnitee to the other’s selection of Independent Counsel and/or
      for the appointment as Independent Counsel of a person selected by the Court
      or
      by such other person as the Court shall designate, and the person with respect
      to whom an objection is favorably resolved or the person so appointed shall
      act
      as Independent Counsel under Section 8(b) hereof. The Corporation shall pay
      any
      and all reasonable fees and expenses of Independent Counsel incurred by such
      Independent Counsel in connection with the performance of his or her
      responsibilities pursuant to Section 8(b) hereof, and the Corporation shall
      pay
      all reasonable fees and Expenses incident to the implementation of the
      procedures of this Section 8(c), regardless of the manner in which such
      Independent Counsel was selected or appointed. Upon the due commencement of
      any
      judicial proceeding or arbitration pursuant
      to
      Section 12 of this Agreement, Independent Counsel shall be discharged and
      relieved of any further responsibility in such capacity (subject to the
      applicable standards of professional conduct then prevailing).

     

    
      
        
        

      

      
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    9. PRESUMPTIONS
      AND EFFECT OF CERTAIN PROCEEDINGS.

    


    (a) If
      a
      Change in Control shall have occurred, in making a determination with respect
      to
      entitlement to indemnification hereunder, the person, persons or entity making
      such determination shall presume that the Indemnitee is entitled to
      indemnification under this Agreement if the Indemnitee has submitted a request
      for indemnification in accordance with Section 8(a) of this Agreement, and
      the
      Corporation shall have the burden of proof to overcome that presumption in
      connection with the making of any determination contrary to that presumption
      by
      any person, persons or entity.

     

    (b) If
      within
      30 days after receipt by the Corporation of the request for indemnification,
      the
      Board shall not have made a determination under Section 8(b)(i) or 8(b)(ii)(A)
      with regard thereto, the requisite determination of entitlement to
      indemnification shall be deemed to have been made in favor of the Indemnitee
      who
      then shall be entitled to such indemnification. The foregoing provisions of
      this
      Section 9(b) shall not apply if the determination of entitlement to
      indemnification is to be made by Independent Counsel pursuant to Section 8(b)(i)
      or 8(b)(ii)(B) of this Agreement.

     

    (c) The
      termination of any Proceeding or of any claim, issue or matter therein by
      judgment, order, settlement or conviction, or upon a plea of nolo contendere
      or
      its equivalent, shall not (except as otherwise expressly provided in this
      Agreement) of itself adversely affect the right of the Indemnitee to
      indemnification. 

     

    10. ASSUMPTION
      OF DEFENSE.

    


    In
      the
      event the Corporation shall be obligated to pay the Expenses of any Proceeding
      against the Indemnitee, the Corporation, if appropriate, shall be entitled
      to
      assume the defense of such Proceeding, with counsel reasonably acceptable to
      the
      Indemnitee, upon the delivery to the Indemnitee of written notice of its
      election to do so. After delivery of such notice, approval of such counsel
      by
      the Indemnitee and the retention of such counsel by the Corporation, the
      Corporation will not be liable to the Indemnitee under this Agreement for any
      fees of counsel subsequently incurred by the Indemnitee with respect to the
      same
      Proceeding, provided that (i) the Indemnitee shall have the right to employ
      his
      or her counsel in such Proceeding at the Indemnitee’s expense; and (ii) if (a)
      the employment of counsel by the Indemnitee has been previously authorized
      in
      writing by the Corporation, (b) the Corporation shall have reasonably concluded
      that there may be a conflict of interest between the Corporation and the
      Indemnitee in the conduct of any such defense, or (c) the Corporation shall
      not,
      in fact, have employed counsel to assume the defense of such Proceeding, the
      fees and Expenses of the Indemnitee’s counsel shall be subject to the
      indemnification and advancement of Expenses provisions of this
      Agreement.

     

    
      
        
        

      

      
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    11. ESTABLISHMENT
      OF A TRUST.

    


    (a) In
      the
      event of a Potential Change in Control, the Corporation, upon written request
      by
      the Indemnitee, shall create a trust for the benefit of the Indemnitee and
      from
      time to time upon written request of the Indemnitee shall fund such trust in
      an
      amount sufficient to satisfy any and all Expenses which at the time of each
      such
      request it is reasonably anticipated will be incurred in connection with a
      Proceeding for which the Indemnitee is entitled to rights of indemnification
      under Section 4 or 5 hereof, and any and all judgments, fines, penalties and
      settlement amounts of any and all proceedings for which the Indemnitee is
      entitled to rights of indemnification under Section 4 or 5 from time to time
      actually paid or claimed, reasonably anticipated or proposed to be paid. The
      amount or amounts to be deposited in the trust pursuant to the foregoing funding
      obligation shall be determined by the party who would be required to make the
      determination of the Indemnitee’s right to indemnification under Section 8(b)
      hereof (the “Reviewing Party”). The terms of the trust shall provide that upon a
      Change in Control (i) the trust shall not be revoked or the principal thereof
      invaded, without the written consent of the Indemnitee, (ii) the trustee shall
      advance, within two business days of a request by the Indemnitee, any and all
      Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the
      trust under the circumstances under which the Indemnitee would be required
      to
      reimburse the Corporation under Section 7 hereof), (iii) the trust shall
      continue to be funded by the Corporation in accordance with the funding
      obligation set forth above, (iv) the trustee shall promptly pay to the
      Indemnitee all amounts for which the Indemnitee shall be entitled to
      indemnification pursuant to this Agreement or otherwise, and (v) all unexpended
      funds in such trust shall revert to the Corporation upon a final determination
      by the Reviewing Party or a court of competent jurisdiction, as the case may
      be,
      that Indemnitee has been fully indemnified under the terms of this Agreement.
      The trustee shall be an institutional trustee with a highly regarded reputation
      chosen by the Indemnitee. Nothing in this Section 11 shall relieve the
      Corporation of any of its obligations under this Agreement.

    (b) Nothing
      contained in this Section 11 shall prevent the Board of Directors of the
      Corporation in its discretion at any time and from time to time, upon request
      of
      the Indemnitee, from providing security to the Indemnitee for the Corporation’s
      obligations hereunder through an irrevocable line of credit, funded trust as
      described in Section (a) above, or other collateral. Any such security, once
      provided to the Indemnitee, may not be revoked or released without the prior
      consent of the Indemnitee.

     

    12. REMEDIES
      OF INDEMNITEE.

    


    (a) In
      the
      event that any one or more of the following events shall have occurred: (i)
      a
      determination is made pursuant to Section 8 of this Agreement that Indemnitee
      is
      not entitled to indemnification under this Agreement; (ii) Expenses are not
      advanced timely in accordance with Section 7 of this Agreement; (iii) the
      determination of entitlement to indemnification is to be made by Independent
      Counsel pursuant to Section 8(b) of this Agreement and such determination shall
      not have been made and delivered in a written opinion within 90 days after
      receipt by the Corporation of the request for indemnification; (iv) payment
      of
      indemnification is not made pursuant to Section 6 of this Agreement within
      ten
      days after receipt by the Corporation of a written request therefor; (v) payment
      of indemnification is not made within ten days after a determination has been
      made that Indemnitee is entitled to indemnification or such determination is
      deemed to have been made pursuant to Section 9(b) of this Agreement; and/or
      (vi)
      the Corporation fails to comply with its obligations under Section 11(a) with
      regard to the establishment or funding of a trust for Expenses, the Indemnitee
      shall be entitled to an adjudication of his entitlement to such indemnification,
      advancement of Expenses or the establishment and funding of the trust in an
      appropriate court of the State of Delaware, or in any other court of competent
      jurisdiction. Alternatively, Indemnitee, at his or her option, may seek an
      award
      in arbitration to be conducted by a single arbitrator pursuant to the rules
      of
      the American Arbitration Association. Indemnitee shall commence such proceeding
      seeking an adjudication or an award in arbitration within 180 days following
      the
      date on which Indemnitee first has the right to commence such proceeding
      pursuant to this Section 12. The Corporation shall not oppose Indemnitee’s right
      to seek any such adjudication or award in arbitration.

     

    
      
        
        

      

      
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    (b) Whenever
      a determination is made pursuant to Section 8 of this Agreement that Indemnitee
      is not entitled to indemnification, the judicial proceeding or arbitration
      commenced pursuant to this Section 12 shall be conducted in all respects as
      a de
      novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced
      by reason of that adverse determination. If a Change in Control shall have
      occurred, the Corporation shall have the burden of proving that Indemnitee
      is
      not entitled to indemnification or advancement of Expenses, as the case may
      be,
      in any judicial proceeding or arbitration commenced pursuant to this Section
      12.

     

    (c) If
      a
      determination shall have been made or deemed to have been made pursuant to
      Section 8 of this Agreement that Indemnitee is entitled to indemnification,
      the
      Corporation shall be bound by such determination in any judicial proceeding
      or
      arbitration commenced pursuant to this Section 12 absent (i) a misstatement
      by
      Indemnitee of a material fact, or an omission of a material fact necessary
      to
      make Indemnitee’s statement not materially misleading, in connection with the
      request for indemnification, or (ii) a prohibition of such indemnification
      under
      applicable law.

     

    (d) The
      Corporation shall be precluded from asserting in any judicial proceeding or
      arbitration commenced pursuant to this Section 12 that the procedures and
      presumptions of this Agreement are not valid, binding and enforceable and shall
      stipulate in any such court or before any such arbitrator that the Corporation
      is bound by all the provisions of this Agreement.

     

    (e) In
      the
      event that Indemnitee, pursuant to this Section 12 seeks a judicial adjudication
      or an award in arbitration to enforce his or her rights under, or to recover
      damages for breach of, this Agreement, Indemnitee shall be entitled to recover
      from the Corporation, and shall be indemnified by the Corporation against,
      any
      and all expenses (of the types described in the definition of Expenses in this
      Agreement) actually incurred by Indemnitee in connection with obtaining such
      judicial adjudication or arbitration, but only if he or she prevails therein.
      If
      it shall be determined in said judicial adjudication or arbitration that
      Indemnitee is entitled to receive part but not all of the indemnification or
      advancement of Expenses sought, the Expenses incurred by Indemnitee in
      connection with such judicial adjudication or arbitration shall be appropriately
      prorated. 

     

    13. NON-EXCLUSIVITY;
      DURATION OF AGREEMENT; INSURANCE: SUBROGATION.

    


    (a) The
      rights of indemnification and to receive advancement of Expenses as provided
      by
      this Agreement shall not be deemed exclusive of any other rights to which
      Indemnitee may at any time be entitled under applicable law, the Corporation’s
      Certificate of Incorporation or By-Laws, any other agreement, a vote of
      stockholders or a resolution of directors, or otherwise. This Agreement shall
      continue until and terminate upon the later of: (a) 10 years after the date that
      Indemnitee shall have ceased to serve as an officer or director of the
      Corporation, or (b) the final termination of all pending Proceedings in respect
      of which Indemnitee is granted rights of indemnification or advancement of
      Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to
      Section 12 of this Agreement relating thereto. 

     

    (b) (i) To
      the
      extent that the Corporation maintains an insurance policy or policies providing
      liability insurance for directors and officers of the Corporation, Indemnitee
      shall be covered by such policy or policies in accordance with the terms thereof
      to the maximum extent of the coverage available for any such director, officer,
      employee or agent under such policy or policies. The Corporation shall take
      all
      necessary or appropriate action to cause such insurers to pay on behalf of
      the
      Indemnitee all amounts payable as a result of the commencement of a proceeding
      in accordance with the terms of such policy.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (ii) Notwithstanding
      the fact that the Indemnitee shall have ceased to serve as an officer or
      director of the Corporation, the Corporation will continue to provide officers
      and directors liability insurance for Indemnitee from the date of termination
      of
      such service for a period of three years, which insurance will be on terms
      no
      less favorable than that provided to the current officers and directors,
      provided that the Corporation provides officers and directors liability
      insurance to its current officers and directors, and provided further that
      the
      annual premiums for the liability insurance to be provided to the Indemnitee
      do
      not exceed by more than 50% the premium charged for the coverage available
      for
      any of the Corporation’s current officers and directors. The foregoing shall not
      limit the Company’s ability to purchase a tail insurance policy for the benefit
      of the Indemnitee for a period exceeding three years in the event of a Change
      in
      Control or other extraordinary transaction.

     

    (c) In
      the
      event of any payment under this Agreement, the Corporation shall be subrogated
      to the extent of such payment to all of the rights of recovery of Indemnitee,
      who shall execute all papers required and take all action necessary to secure
      such rights, including execution of such documents as are necessary to enable
      the Corporation to bring suit to enforce such rights.

     

    (d) The
      Corporation shall not be liable under this Agreement to make any payment of
      amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee
      otherwise actually has received such payment under any insurance policy,
      contract, agreement or otherwise.

     

    14. SEVERABILITY.

    


    If
      any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever: (a) the validity, legality and
      enforceability of the remaining provisions of this Agreement (including without
      limitation, each portion of any Section of this Agreement containing any such
      provision held to be invalid, illegal or unenforceable, that is not itself
      invalid, illegal or unenforceable) shall not in any way be affected or impaired
      thereby; and (b) to the fullest extent possible the provisions of this Agreement
      (including, without limitation, each portion of any Section of this Agreement
      containing any such provision held to be invalid, illegal or unenforceable,
      that
      is not itself invalid, illegal or unenforceable) shall be construed so as to
      give effect to the intent manifested by the provision held invalid, illegal
      or
      unenforceable.

     

    15. EXCEPTION
      TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT
      OF EXPENSES.

    


    (a) Any
      provision herein to the contrary notwithstanding, the Corporation shall not
      be
      obligated pursuant to the terms of this Agreement to indemnify Indemnitee on
      account of any Proceeding with respect to (i) remuneration paid to
      Indemnitee if it is determined by final judgment or other final adjudication
      that such remuneration was in violation of law (and, in this respect, both
      the
      Corporation and Indemnitee have been advised that the Securities and Exchange
      Commission believes that indemnification for liabilities arising under the
      federal securities laws is against public policy and is, therefore,
      unenforceable and that claims for indemnification should be submitted to
      appropriate courts for adjudication, as indicated in Section 15(d) below);
      (ii) a final judgment rendered against Indemnitee for an accounting,
      disgorgement or repayment of profits made from the purchase or sale by
      Indemnitee of securities of the Corporation against Indemnitee or in connection
      with a settlement by or on behalf of Indemnitee to the extent it is acknowledged
      by Indemnitee and the Corporation that such amount paid in settlement resulted
      from Indemnitee's conduct from which Indemnitee received monetary personal
      profit, pursuant to the provisions of Section 16(b) of the Securities
      Exchange Act of 1934, as amended, or other provisions of any federal, state
      or
      local statute or rules and regulations thereunder; (iii) a final judgment
      or other final adjudication not subject to appeal that Indemnitee’s conduct was
      in bad faith, knowingly fraudulent or deliberately dishonest or constituted
      willful misconduct (but only to the extent of such specific determination);
      or
      (iv) on account of conduct that is established by a final judgment not subject
      to appeal as constituting a breach of Indemnitee’s duty of loyalty to the
      Corporation or resulting in any personal profit or advantage to which Indemnitee
      is not legally entitled. For purposes of the foregoing sentence, a final
      judgment or other adjudication not subject to appeal may be reached in either
      the underlying Proceeding in connection with which indemnification is sought
      or
      a separate proceeding or action to establish rights and liabilities under this
      Agreement. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (b) Any
      provision herein to the contrary notwithstanding, the Corporation shall not
      be
      obligated to indemnify or advance Expenses to Indemnitee with respect to
      proceedings or claims initiated or brought by Indemnitee against the Corporation
      or its directors, officers, employees or other agents and not by way of defense,
      except (i) with respect to Proceedings brought to establish or enforce a right
      to indemnification under this Agreement or under any other agreement, provision
      in the By-Laws or Certificate of Incorporation or applicable law, or (ii) with
      respect to any other Proceeding initiated by Indemnitee that is either approved
      by the Board of Directors or in which Indemnitee’s participation is required by
      applicable law. However, indemnification or advancement of Expenses may be
      provided by the Corporation in specific cases if the Board of Directors
      determines it to be appropriate.

     

    (c) Any
      provision herein to the contrary notwithstanding, the Corporation shall not
      be
      obligated pursuant to the terms of this Agreement to indemnify Indemnitee under
      this Agreement for any amounts paid in settlement of a Proceeding effected
      without the Corporation’s written consent. Neither the Corporation nor
      Indemnitee shall unreasonably withhold consent to any proposed settlement;
      provided, however, that the Corporation may in any event decline to consent
      to
      (or to otherwise admit or agree to any liability for indemnification hereunder
      in respect of) any proposed settlement if the Corporation is also a party in
      such Proceeding and determines in good faith that such settlement is not in
      the
      best interests of the Corporation and its stockholders.

     

    (d) Any
      provision herein to the contrary notwithstanding, the Corporation shall not
      be
      obligated pursuant to the terms of this Agreement to indemnify Indemnitee or
      otherwise act in violation of any undertaking appearing in and required by
      the
      rules and regulations promulgated under the Securities Act of 1933, as amended
      (the “Act”), or in any registration statement filed with the SEC under the Act.
      Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K
      currently generally requires the Corporation to undertake in connection with
      any
      registration statement filed under the Act to submit the issue of the
      enforceability of Indemnitee’s rights under this Agreement in connection with
      any liability under the Act on public policy grounds to a court of appropriate
      jurisdiction and to be governed by any final adjudication of such issue.
      Indemnitee specifically agrees that any such undertaking shall supersede the
      provisions of this Agreement and to be bound by any such undertaking. A
      determination that Indemnitee is not entitled to indemnification pursuant to
      this Section 15(d) may be made by the Corporation upon receipt of a written
      opinion from Independent Counsel, a copy of which opinion shall be delivered
      to
      Indemnitee. In the event Indemnitee disputes such opinion, Indemnitee shall
      in
      any event be entitled to seek enforcement of its rights hereunder pursuant
      to
      Section 12 and Indemnitee shall be indemnified in connection with costs in
      seeking such enforcement.

     

    16. HEADINGS.

    


    The
      headings of the paragraphs of this Agreement are inserted for convenience only
      and shall not be deemed to constitute part of this Agreement or to affect the
      construction thereof.

     

    17. MODIFICATION
      AND WAIVER.

    


    No
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by both of the parties hereto. No amendment, alteration
      or
      repeal of this Agreement or of any provision hereof shall limit or restrict
      any
      right of Indemnitee under this Agreement in respect of any action taken or
      omitted by such Indemnitee in his or her Corporate Status prior to such
      amendment, alteration or repeal. To the extent that a change in the Code,
      whether by statute or judicial decision, permits greater indemnification or
      advancement of expenses than would be afforded currently under the Corporation’s
      Certificate of Incorporation, By-Laws and this Agreement, it is the intent
      of
      the parties hereto that Indemnitee shall enjoy by this Agreement the greater
      benefits so afforded by such change. No waiver of any of the provisions of
      this
      Agreement shall be deemed or shall constitute a waiver of any other provision
      hereof (whether or not similar) nor shall such waiver constitute a continuing
      waiver.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    18. SURVIVAL
      OF RIGHTS.
      Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting
      as an agent of the Corporation and shall inure to the benefit of the heirs,
      executors, administrators and assigns of Indemnitee. The obligations and duties
      of the Corporation to Indemnitee under this Agreement shall be binding on the
      Corporation and its successors and assigns. The Corporation shall require any
      successor (whether direct or indirect, by purchase, merger, consolidation or
      otherwise) to all or substantially all of the business or assets of the
      Corporation, expressly to assume and agree to perform this Agreement in the
      same
      manner and to the same extent that the Corporation would be required to perform
      if no such succession had taken place. No right or remedy herein conferred
      is
      intended to be exclusive of any other right or remedy, and every other right
      and
      remedy shall be cumulative and in addition to every other right and remedy
      given
      hereunder or now or hereafter existing at law or in equity or otherwise. The
      assertion or employment of any right or remedy hereunder, or otherwise, by
      Indemnitee shall not prevent the concurrent assertion or employment of any
      other
      right or remedy by Indemnitee.

     

    19. NOTICE
      BY INDEMNITEE.

    


    Indemnitee
      agrees promptly to notify the Corporation in writing upon being served with
      any
      summons, citation, subpoena, complaint, indictment, information or other
      document relating to any Proceeding or matter which may be subject to
      indemnification or advancement of Expenses covered hereunder; provided, however,
      that the failure to give any such notice shall not disqualify the Indemnitee
      from indemnification hereunder.

     

    20. NOTICES.

    


    All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if (i) delivered by hand
      to
      the party to whom said notice or other communication shall have been directed,
      or (ii) mailed by certified or registered mail with postage
      prepaid.

    


    (a) If
      to
      Indemnitee, to:

    


    [___________]

    


    (b) If
      to the
      Corporation, to:

    NU
      HORIZONS ELECTRONICS CORP.

    70
      Maxess
      Road

    Melville,
      NY 11747

    


    or
      to
      such other address as may have been furnished to Indemnitee by the Corporation
      or to the Corporation by Indemnitee, as the case may be.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    21. GOVERNING
      LAW.

    


    The
      parties agree that this Agreement shall be governed by, and construed and
      enforced in accordance with, the laws of the State of Delaware.

     

    22. COUNTERPARTS. 

    


    This
      Agreement, and any amendments thereto, may be executed and delivered in one
      or
      more counterparts, each of which shall for all purposes be deemed to be an
      original but all of which together shall constitute but one and the same
      Agreement. For purposes of this Agreement, a photographic, photostatic,
      facsimile, electronic, or similar reproduction and transmission by (or on behalf
      of) a party hereto on the signature page of this Agreement, any amendment to
      this Agreement, or other document or writing, as applicable, will have the
      same
      effect as that party signing and delivering that signature page in person to
      the
      applicable recipient thereof.

     

    23. ENTIRE
      AGREEMENT.
      

    


    This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and supersedes all prior agreements, understandings
      and negotiations, written and oral, between the parties with respect to the
      subject matter of this Agreement; provided, however, that this Agreement is
      a
      supplement to and in furtherance of the Corporation’s Certificate of
      Incorporation, By-Laws, the Code and any other applicable law, and shall not
      be
      deemed a substitute therefor, and does not diminish or abrogate any
      rights of Indemnitee thereunder.

     

    
 

    [SIGNATURE
      PAGE
      FOLLOWS THIS PAGE]

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement on the day and year first above
      written.

    


    


    
      	
              ATTEST:

            	
              NU
                HORIZONS ELECTRONICS CORP.

            
	 	 
	 	 
	
              _____________________________

            	
              By:_______________________________

            
	 	 
	 	 
	 	
              INDEMNITEE:

            
	 	 
	 	 
	 	
              ___________________________________

            
	 	
              [___________________]

            


    

    


    


    


    


    
      
        
        

      

      
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